Obligation American Tower Corp 5% ( US03027XAD21 ) en USD

American Tower Corp

99.97 % ▲

Etats-unis

US03027XAD21 ( en USD )

5% par an ( paiement semestriel )

14/02/2024 - Obligation échue

Prospectus brochure de l'obligation American Tower Corp US03027XAD21 en USD 5%, échue

2 000 USD

1 000 000 000 USD

03027XAD2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAD21, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2024

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAD21, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAD21, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee (1)
3.40% Senior Notes due 2019

$750,000,000

99.911%

$749,332,500

$102,209
5.00% Senior Notes due 2024

$500,000,000

99.888%

$499,440,000

$ 68,124

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the Registration Statement on Form S-3 (File
No. 333-188812) filed by the Registrant on May 23, 2013.

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188812
PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED MAY 23, 2013

$1,250,000,000

$750,000,000 3.40% Senior Notes due 2019
$500,000,000 5.00% Senior Notes due 2024

We are offering $750 million of Senior Notes due 2019 (the "2019 notes") and $500 million of Senior Notes due 2024 (the "2024 notes," and collectively with
the 2019 notes, the "notes"). We will pay cash interest on the notes on February 15 and August 15 of each year, beginning on February 15, 2014. The 2019 notes will
mature on February 15, 2019 and the 2024 notes will mature on February 15, 2024.

The notes will be general, unsecured obligations of American Tower Corporation and will rank equally in right of payment with all other senior unsecured debt
obligations of American Tower Corporation. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our
subsidiaries.

We may redeem the notes at any time, in whole or in part, in cash at a redemption price equal to 100% of the principal amount of the notes plus a make-whole
premium, together with accrued interest to the redemption date.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 and those described as risk factors in Part II, Item 1A of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2013.

Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount
Tower Corporation

Per 2019 note

99.911%

0.600%

99.311%
2019 note total

$ 749,332,500
$4,500,000
$
744,832,500
Per 2024 note

99.888%

0.650%

99.238%
2024 note total

$ 499,440,000
$3,250,000
$
496,190,000
Total

$1,248,772,500
$7,750,000
$
1,241,022,500
(1) Plus accrued interest, if any, from August 19, 2013, if settlement occurs after that date.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment on August 19, 2013.

Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Mizuho Securities
Morgan Stanley
TD Securities

Senior Co-Managers
Barclays

EA Markets

J.P. Morgan

RBC Capital Markets

RBS

Santander

Co-Managers

BNP PARIBAS

Credit Agricole CIB

HSBC

SMBC Nikko

The date of this prospectus supplement is August 14, 2013.
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TABLE OF CONTENTS

Prospectus Supplement

About this Prospectus Supplement

S-ii
Note Regarding Forward-Looking Statements

S-ii
Market and Industry Data

S-iii
Prospectus Supplement Summary

S-1
Selected Historical Consolidated Financial Data

S-6
Ratio of Earnings to Fixed Charges

S-9
Risk Factors

S-10
Use of Proceeds

S-13
Capitalization

S-14
Description of Notes

S-16
Underwriting

S-32
Legal Matters

S-36
Experts

S-36
Where You Can Find More Information

S-36
Prospectus

About This Prospectus

1

Note Regarding Forward-Looking Statements

1

American Tower Corporation

2

Risk Factors

2

Use of Proceeds

3

Ratio of Earnings to Fixed Charges

3

Description of Securities

4

Description of Common Stock

4

Description of Preferred Stock

10

Description of Debt Securities

11

Description of Depositary Shares

22

Description of Warrants

22

Description of Purchase Contracts

23

Description of Units

24

Legal Ownership

25

Plan of Distribution

26

Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT

28

Certain U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities

43

U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock

48

Validity of the Securities

57

Experts

57

Where You Can Find More Information

57

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We are responsible for the information contained and incorporated by reference in this prospectus supplement and accompanying prospectus. We have
not, and the underwriters have not, authorized anyone to give you any other information, and we take no responsibility for any other information that others
may give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained or incorporated by reference in this prospectus supplement or accompanying prospectus is accurate as of any date other than the date of
the document containing the information.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus supplement
and the accompanying prospectus, together with the documents incorporated by reference and the additional information described below under the heading "Where You
Can Find More Information."

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.

Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will
be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other
subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and accompanying prospectus contain or incorporate by reference statements about future events and expectations, or forward-
looking statements, all of which are inherently uncertain. We have based those forward-looking statements on our current expectations and projections about future
results. When we use words such as "anticipates," "intends," "plans," "believes," "estimates," "expects" or similar expressions, we do so to identify forward-looking
statements. Examples of forward-looking statements include statements we make regarding our ability to qualify or to remain qualified as a real estate investment trust
("REIT"); the amount and timing of any future distributions including those we are required to make as a REIT; our substantial leverage and debt service obligations;
future prospects of growth in the communications site leasing industry; the level of future expenditures by companies in this industry and other trends in this industry; the
effects of consolidation among companies in our industry and among our customers and other competitive pressures; economic, political and other events, particularly
those relating to our international operations; our ability to maintain or increase our market share; changes in environmental, tax and other laws; our ability to protect
our rights to the land under our towers; natural disasters and similar events; the possibility of health risks relating to radio emissions; our future operating results; our
future purchases under our stock repurchase program; our future capital expenditure levels; our future financing transactions; and our plans to fund our future liquidity
needs. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. These assumptions could
prove inaccurate. See "Risk Factors." These forward-looking statements may be found in this prospectus supplement and the accompanying prospectus generally as
well as the documents incorporated by reference.

You should keep in mind that any forward-looking statement we make in this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict
these

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events or how they may affect us. In any event, these and other important factors, including those set forth under the caption "Risk Factors" in this prospectus
supplement, in the accompanying prospectus and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our
forward-looking statements. We do not intend to update or revise the forward-looking statements we make in this prospectus supplement, the accompanying prospectus,
the documents incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future
events or circumstances described in any forward-looking statement we make in this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference or elsewhere might not occur.

MARKET AND INDUSTRY DATA

This prospectus supplement and accompanying prospectus contain or incorporate by reference estimates regarding market data, which are based on our internal
estimates, independent industry publications, reports by market research firms and/or other published independent sources. In each case, we believe these estimates are
reasonable. However, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw
data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market data. As a result, you should be
aware that market data set forth in this prospectus supplement, accompanying prospectus or incorporated by reference, and estimates and beliefs based on such data,
may not be reliable.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement, the accompanying
prospectus and those documents incorporated by reference into the prospectus supplement and the accompanying prospectus, including the risk factors and the
financial statements and related notes, before making an investment decision. Unless otherwise indicated or the context otherwise requires, references to "we,"
"us," "our" and "American Tower" are references to American Tower Corporation and its predecessor, as applicable, and its consolidated subsidiaries, in each
case, as the context requires. References herein to our "common stock" refer to our common stock and the Class A common stock of our predecessor, as applicable.

American Tower Corporation

American Tower Corporation was created as a subsidiary of American Radio Systems Corporation in 1995 to own, manage, develop and lease communications
and broadcast tower sites, and was spun off into a free-standing public company in 1998. Since inception, we have grown our communications site portfolio through
acquisitions, long-term lease arrangements, development and construction, and through mergers with, and acquisitions of, other tower operators, increasing the size of
our portfolio to over 56,000 communications sites.

To effect its conversion to a REIT for federal income tax purposes, effective December 31, 2011, American Tower Corporation merged with and into its wholly
owned subsidiary, American Tower REIT, Inc. American Tower REIT, Inc., the surviving corporation, was renamed American Tower Corporation and began operating
as a REIT for federal income tax purposes effective January 1, 2012.

American Tower Corporation is a holding company, and we conduct our operations through our directly and indirectly owned subsidiaries. Our principal United
States operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC. We conduct our international operations through our subsidiary,
American Tower International, Inc., which in turn conducts operations through its various international operating subsidiaries and joint ventures. Our international
operations consist primarily of our operations in Brazil, Chile, Colombia, Germany, Ghana, India, Mexico, Peru, South Africa and Uganda.

Our principal executive office is located at 116 Huntington Avenue, Boston, Massachusetts 02116. Our main telephone number at that address is (617) 375-7500.

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RECENT DEVELOPMENTS

On August 8, 2013, we reached an agreement with NII Holdings, Inc. to acquire up to 2,790 towers in Brazil and 1,666 towers in Mexico in two separate
transactions, for approximately $413 million and $398 million, respectively, based on foreign currency exchange rates on August 8, 2013. We expect to close on the
first tranche of towers in the fourth quarter of 2013, subject to customary closing conditions.

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THE OFFERING

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$750 million aggregate principal amount of 3.40% senior notes due 2019 and $500 million aggregate
principal amount of 5.00% senior notes due 2024.

Maturity Date
February 15, 2019 in the case of the 2019 notes.

February 15, 2024 in the case of the 2024 notes.

Interest Payments
February 15 and August 15 of each year, beginning on February 15, 2014. Interest will accrue from
August 19, 2013.

Ranking
The notes will be general, unsecured obligations and will rank equally in right of payment with all of
our other senior unsecured debt obligations. As of June 30, 2013, after giving effect to the transactions
described under "Capitalization," we would have had approximately $7,285.4 million of senior
unsecured indebtedness outstanding. In addition, we would have had approximately $2.5 billion in
aggregate undrawn loan commitments under our $1.0 billion unsecured revolving credit facility entered
into in January 2012 (the "2012 Credit Facility") and our $1.5 billion unsecured revolving credit
facility entered into in June 2013 (the "2013 Credit Facility"), net of approximately $10.2 million of
outstanding undrawn letters of credit.

The notes will be structurally subordinated to all existing and future indebtedness and other obligations
of our subsidiaries. Our subsidiaries are not guarantors of the notes. As of June 30, 2013, after giving
effect to the transactions described under "Capitalization," our subsidiaries would have had
approximately $2,510.9 million of total debt obligations (excluding intercompany obligations),
including:

· $1.8 billion in secured tower revenue securities backed by the debt of two special purpose

subsidiaries, which is secured primarily by mortgages on those subsidiaries' interests in 5,195
broadcast and wireless communications towers and the related tower sites;

· $89.4 million of subsidiary South African Rand denominated secured debt (883.5 million South

African Rand);

· $56.2 million of subsidiary Colombian Peso ("COP") denominated debt (108.0 billion COP);

· $70.0 million of COP denominated secured debt (135.0 billion COP) under the Colombian

Long-Term Credit Facility;

· $227.1 million of aggregated U.S. Dollar denominated debt entered into by our majority owned joint
ventures in Colombia, Ghana and Uganda (represents the portion of the debt reported as our

outstanding debt, after elimination in consolidation of the portion of the debt loaned by our wholly
owned subsidiaries);

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· $206.3 million in secured cellular site revenue notes ($196.0 million principal amount due at
maturity plus $10.3 million of unamortized premium) secured by, among other things, liens on

approximately 1,470 real property interests and assumed by us in connection with the acquisition of
certain legal entities from Unison Holdings, LLC and Unison Site Management II, L.L.C.; and

· approximately $61.9 million of other debt, which consists primarily of capital leases attributable to

wholly owned subsidiaries.

Optional Redemption
We may redeem the notes at any time, in whole or in part, in cash, at a redemption price equal to 100%
of the principal amount of the notes plus a make-whole premium, together with accrued interest to the
redemption date.

Change of Control Offer
Following a Change of Control and Ratings Decline (each as defined herein), we will be required to
offer to purchase all of the notes at a purchase price equal to 101% of the aggregate principal amount of
the notes repurchased, plus accrued and unpaid interest, if any, up to but not including the date of
repurchase. See "Description of Notes--Repurchase of Notes Upon a Change of Control Triggering
Event." The 2012 Credit Facility and the 2013 Credit Facility might restrict our ability to make such a
payment.

Certain Covenants
The provisions of the indenture governing the notes will, among other things, limit our ability to:

· create liens; and

· merge, consolidate or sell assets.

These covenants are subject to a number of important exceptions.

Use of Proceeds
We expect that the net proceeds of this offering will be approximately $1,238.7 million, after deducting
discounts and commissions payable to the underwriters and estimated expenses of this offering payable
by us. We intend to use the net proceeds to (i) repay existing indebtedness incurred under the 2013
Credit Facility and/or other credit facilities, (ii) finance recently announced acquisitions and (iii) for
general corporate purposes. Subject to the terms of our credit facilities, amounts outstanding thereunder
that are repaid may be re-borrowed at a later date. See "Use of Proceeds" and "Capitalization."

No Prior Market
We do not intend to list the notes on any securities exchange or any automated dealer quotation system.
Although the underwriters have informed us that they presently intend to make a market in the notes, they
are not obligated to do so and may discontinue market-making at any time at their sole discretion
without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be
maintained.

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Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000 thereafter.

Trustee
U.S. Bank National Association.

Risk Factors
Before investing in the notes, you should carefully consider all of the information in this prospectus
supplement, the accompanying prospectus or incorporated by reference herein or therein, including the
discussions under "Risk Factors" beginning on page S-10 and in Part II, Item 1A of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2013, which is incorporated by reference herein.

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